The Spyder
by hotsauce6548
Summary: Nineteen year old Ben Richards is a mutant who has just escaped from prison and he is now on the run from the police. As he hides out in Manhatten, Ben can think of nobody else to go except for Spider-Man since the two have the same powers!
1. Escape

As the stars in the night sky twinkled peacefully, quite a different story was transpiring below.  
  
"Get him! Get him! Get the freak!" shouted the police chief.  
  
Twenty armed policemen ran down the New York sidewalk in a single file. The person in question, name of Ben Richards, was tearing down the path ahead of them, but the police were falling behind quickly. When Ben was in the middle of a street, a car came flying for him. To avoid getting hit, he jumped, dove, and rolled out of the way. When he stood up he chanced a look back and saw the police were gaining. With no further hesitation he turned back around and saw that he was trapped. Another group of cops was coming from straight ahead. He only had one other option. To his right was the street where he was almost hit. He desperately looked down that road and gasped. Another group of policemen was dashing towards him.  
  
He had no choice. The police did not know what kind of powers Ben possessed, and he wanted to keep that advantage. This would be risky and it would also be revealing some of his power, but Ben could see no other way without showing the police all his abilities. Taking a deep breath, Ben ran at the group of police to his right. When he was about five feet away from the cops he jumped and landed on each of the policemen's head in turn. Ben leapt off the last cop's head and onto a passing eighteen wheeler. The helpless cops watched in amazement as Ben and the truck sped off.  
  
Ben crouched low on the top of the truck to avoid the full blast of wind in his face. After riding for about five minutes, he jumped off the vehicle and landed on a nearby building.  
  
Off in the distance he could hear sirens blaring. The police were still looking for him, and he would not be safe on the ground. He would have to stay up high on buildings.  
  
He thought of his problems.  
  
Number one: he had escaped from prison, but he had been there in the first place because he was wrongly judged. Number two: he had no money and no place to stay. He would have to rely on his powers to survive in the city.  
  
_ It's probably not even safe to stay here, but I have no where else to go,_ he thought.  
  
That night Ben jumped from building to building until he found a small one discreet enough to be safe. As he drifted off to sleep, the last thought he had consisted of two words: _Spider-Man_. 


	2. The SpiderMan Search

When Ben awoke the next morning, the sun had not risen yet, and the sky was only tinged pink. He guessed it was around 6:00. As soon as he stood up he felt the consequences for sleeping on a concrete building. He thought back to the night before and remembered what he had thought about Spider-Man. As far as he could tell, Spider-Man had the same powers as Ben did. The only difference in their powers, however, was that Ben's second mutation allowed him to sort of melt into shadows where nobody could see him. It was great for being stealthy.  
  
Hmmm... Well, I know that Spider-Man always does good and saves people in need, so if I go where there's trouble, I'm bound to find Spider- Man...right?  
  
As if on cue, a blaring siren ruined the early morning silence. Immediately, Ben ran to the edge of the rooftop and sprung up into the air, landing on the next building after a moment. Again he ran and jumped, the warm morning air whipping across his face. He made his way from building to building and finally reached the source of the noise.  
  
Ben watched as three police cars pulled up to the Bank of Manhattan. He crouched on the nearest building and observed the scene from across the street. Media reporters and cameramen buzzed around the police tape like bees to a hive. The desperate policemen tried to calm the crowd, but the commotion only grew. The bank was being held up. Ben could tell this when a negotiator started talking through an amplifier.  
  
"Release the hostages and we will meet your demands."  
  
No answer came from the bank, but a loud uptake of breath filled the air. A lone figure had gracefully leaped and clung to the side of the bank like a spider.  
  
"It's Spider-Man!" yelled a woman from the crowd.  
  
Ben made to jump to the building where the superhero sat, but then thought better of it. He had better let Spider-man do his thing first.  
  
But that doesn't mean I can't get a better look, Ben thought slyly.  
  
Making sure everyone below had their attention averted to the crime scene, Ben gave an almighty push with his legs and flew up through the air, soared over the street below, and landed right on top of the bank.  
  
Maybe there's a back door that I can get through, he thought eagerly.  
  
When Ben reached the back of the building, he saw FBI agents already trying to break in an alternate entrance with a battering ram. With a final heave at the door, the agents were successful but Ben watched in horror as they were suddenly blasted by a sort of wave and crashed against the brick alley wall. Ben had to see what was going on inside. He crawled down the wall when he saw that the victims of the wave were unconscious and peered upside down into the bank.  
  
Ben poked his head in just in time to see Spider-Man being thrown against the wall by strong blast. It was the same one that was used on the agents. His eyes followed the blast until they came upon the source. A man with dark brown pants and a pin-cushion designed top stood over Spidey. On each hand was a metal gauntlet.  
  
"Sorry, Funny Man, but that's my cue," spoke the man in a gruff voice. "Just remember, never mess with the Shocker."  
  
By this time, Ben had dropped down from the side of the building, sneaked inside, melded with the shadows of a vacant cubicle next to the back door. He watched as the man called Shocker turned to run out the exit, but just as he passed Ben lurking in the shadows, a foot crossed Shocker's path. Shocker fell to the ground with a thud.  
  
Spider-Man had regained his composure, but he was still a bit woozy from the blast. Shocker turned back and saw the superhero so he urgently pushed himself up and ran out of the back door.  
  
"Gotta' catch him," mumbled Spider-Man.  
  
Ben watched, still in the shadows, as the Shocker aimed his gauntlets at the ground on which he stood. He blasted it and magnificently soared up into the air. Spider-Man ran out and shot a web onto the top of the bank building. He jumped up and then was gone.  
  
I gotta' follow them! thought Ben.  
  
He jumped out from the cubicle, ran out of the bank, and leaped high into the air. Clinging onto the building side, Ben pushed off the wall, flew over the alley below, and started to climb up the building.  
  
When he reached the top, he saw Shocker blasting himself from rooftop to rooftop, closely followed by Spider-Man. At this sight, Ben was off. As soon as he would land onto the next roof, Ben would spring up into the sky again, only to land and repeat the process moments later. It was hard to keep up for Ben because Spidey was webslinging, which made Ben wonder why he couldn't do so.  
  
The chase finally came to a stop though when Spidey landed a punch in midair square on Shocker's jaw. His limp body plummeted towards a building's roof, but Spider-Man did not disturb the fall. Even from three buildings back, Ben could hear the sickening thud. The hero didn't stop there. He landed next to the body, drew back his fist, and slammed it into the Shocker's nose, causing it to bleed heavily.  
  
"Scum," breathed Spider-Man as he dropped off the roof with Shocker under his arm.  
  
Ben quickly hopped over to that building and watched from above as the Shocker was strung to a web hanging from a streetlight.  
  
"The coppers will take it from here, my horribly dressed friend. As much as I would love to beat you to a bloody pulp, it is not my duty to do so. Farewell!"  
Shocker grumbled a few incoherent words, and with that, Spider-Man left the street as soon as he had come.  
  
Latching his web onto a nearby building, he over there and landed. Ben saw his opportunity and leaped from the building he was currently standing on. Ben landed on the building Spider-Man was.  
  
Spidey turned to see what had made his Spider-Sense go off and saw Ben standing there, although he had no idea who it was.  
  
"Who—"  
  
Ben cut him off. "Spidey, we need to talk." 


	3. Friend and Ally

I hope you don't get confused with this chapter. It starts out with a dream that Peter had the night before the second chapter. Then it switches back to where the second chapter left off. Hopefully, I don't confuse anyone...

* * *

**-Flashback-**

_The night before:_  
  
**BEN RICHARD BEN RICHARD BEN RICHARD BEN RICHARD**

Peter was running. He was running into nothingness, eyes shut. All he could hear was the names of his father and uncle playing and replaying through his mind...

Peter sat bolt upright in his bed, a cold sweat running down his face.

_Just a nightmare, Pete. Don't get so upset,_ he thought to himself.

Peter Parker, a.k.a Spider-Man, looked over at his beloved wife, Mary Jane Watson. She was sleeping peacefully next to him. A smile spread across his face as he looked at the woman he loved.

As he lay back down to sleep, the words that he had heard in his dream would once again not stop playing in his mind.

**-Present Time-**  
  
Peter's mind worked in utter confusion as he looked at the man in front of him. He figured the man was only about nineteen, but why was he on a roof?

"What do you want?" asked Spider-Man.

"Are you a mutant?" questioned Ben suddenly.

"Am I a what?"

"A mutant. Do you have these powers because you are a mutant?"

"Well, no, I'm not a mutant. Who are you?"

Ben answered, "I am a mutant, and I think I have to the same powers as you. I know you can climb walls, so can I. I also know you are agile and have super strength, and so do I. I thought you and I had the exact same powers, but I can't shoot webs like you. Do you know why? Oh yeah, and do you get that funny tingling feeling when something's not right around you?" Ben said all of this in a rush, words tumbling out of his mouth one after another.

"Wait a second. You're saying you have the same powers as me and you're a mutant?" Ben nodded as a look of comprehension spread across Peter's invisible face, "Are you that mutant that I heard about? The one that was running from the police?"

"Yeah, but—"

The superhero cut him off. "Why were you running from the police?"

"Because I hit some guy, but it was out of self defense. When I was tried I was sent to jail because the judge was prejudice against mutants. Well, I broke out of the prison yesterday, and now the police are looking for me. The only place I could think of going was to you."

Spidey soaked all of this in. A mutant with his powers?

"What's your name?" asked Spider-Man.

"Ben Richards."

Ben heard Spidey gasp. Peter had just remembered the strange dream he had the night before. Was it really only a dream about his deceased father and uncle, or was it more?

Ben interrupted Spidey's thoughts. "What?"

"Nothing, it—it's nothing."

"Tell me," said Ben.

"It's nothing. Never mind."

"Do you have, like, a place to go 'cause I'm starving."

"A place to go?" asked Spidey, obviously confused.

"You know, for food?"

"Oh, yeah, I know a place."

"Are you sure nobody will say anything with you dressed like that?" whispered Ben across the table to the masked vigilante.

Spidey had brought the mutant to a small dingy coffee shop whose front door was placed in an alleyway that rivaled the small dingy-ness of the shop itself.

"I'm sure. They get quite the crowd here, but they make great coffee. I come in here all the time in my costume," Spidey replied.

Spider-Man watched as Ben took a sip of the coffee and instantly spit it out. He laughed and took a sip of his own.

"Bit too strong there?" Spidey laughed again.

"You could've warned me." This made the hero laugh even harder.

Ben could not help but laugh also.

Once the two had stopped, Ben said, "You really got a kick out of that, huh?"

"Yeah, well... Hey, do you want food with that? I know you gotta' be hungry," offered Spidey.

"Hungry's not the word, but I don't have any money."

"I'll treat you. Waitor, could we have a couple of sandwiches?" he called across the shop.

The waitor didn't so much as look up, but he did start to make the sandwiches. When they were served, Ben quickly grabbed his and started to scarf it down.

"Hungry?"

Between gulps, Ben managed to say, "Just a bit."

When the food was completely devoured, Spider-Man slipped the money onto the table. When Ben and Spidey couldn't be seen in the alley, they scaled the shop's wall and reached the roof.

"Well, I've gotta' run. I have work to do," said Spidey.

Ben nodded.

_This could be the start of a great new friendship,_ he thought.


	4. Superhero 101

Spider-Man faced the woman he knew as Madam Web.

"Trust him. He can help you," she said in her eerily mystical voice.

"What is that supposed to mean?" asked the confused super-hero.

"All I will say is trust him. He will help. And help is what you will soon need." As soon as Madam Web had stopped talking, a pink gas filled Peter's senses and all he could see was black.

He awoke once more in his bed, breathing hard. The dream he had just experienced was so real. Real enough as to make him question if it was really a dream after all. _Trust him. He will help. Was Web talking about Ben? She had to be. Who else have I been doubtful about? It has to be him._ Peter contemplated about what Madam Web had said before shutting his eyes to go to sleep.

The last thought he had before sleep overtook him was, _I gotta' stop having these strange dreams._

* * *

Spider-Man flew through the air, wind attacking his masked face. He was going to look for Ben. This didn't take long since Ben was also looking for Spidey. They met on a roof.

"Okay, look, I've decided that I can trust you. Will you help me or not?" said Spider-Man rather quickly.

"Help you with what? Fighting crimes? Doing that kind of thing?"

"Yeah, you have these powers, and you should use them for good. You know, to help people."

"But why? Why should I help these same people who are prejudice against mutants? Why do _you_ even do this? I've seen the papers. They hate you. They make you out to be some sort of criminal. Even some of the citizens don't like you. Why help them, then? Why help those who would never help us?"

"I do what I do because a man much wiser than me and you will ever be once said, 'With great power must come great responsibility.' And I've lived by that. And I don't know how many people I've saved. Sure, I don't feel that good when they say that stuff in the papers, but all it takes is that one thing. To save somebody from being robbed. To save a child from a burning building. All it takes is something like that, and I feel great. No—no, great's not the word. Fantastic. I feel fantastic because I know I've helped someone today. I know I've made their life just a little bit better. And I know that people respect that. Maybe not everybody, but most of them will respect what I do, even if it's something as simple as helping an elderly lady cross a street. People will respect that."

Ben looked away. He thought about the speech the masked superhero had just given him. He thought about it, and finally said, "I guess I'll try it."

"Great, I knew you would. Anyway, if you're going to become a superhero, you need to know the rules. First off, a superhero needs a cool name. For you, let's see, ugh...how about Spider-Boy?"

"Spider-Boy? Are you kidding me? How about Arachnid-Man?" suggested Ben.

"Nah. Human Arachnid?" asked Spidey.

"No way, but I got one. How about just the Spider?"

"Alright. I like that one." "Yeah, but I'll spell it with a _y_ instead of an _i _because of my other power, melting into the shadows. So it'll be S-P-Y-D-E-R."

"Okay, so you have your name. Now, the second rule in being a superhero is you have to have a cool costume. There's this guy downtown that does my costume and a lot of other superheroes' costumes. Once you figure out the design for yours, we'll go down there and he'll make it for you. The third and most important rule to becoming a superhero is to never tell anyone who you are. Got all that? Good. Right now, I have to go to work, but wait, I brought you a sandwich. My wife made it. Alright, you think about that design, and I'll find you later."

"Sounds good to me," said Ben. Spidey waved and swung off deeper into the city.

_I'm going to be a real superhero!_ thought Ben excitedly as he chomped on the semi-smushed turkey and cheese sandwich.

* * *

Thank you guys for the reviews. It's such a motivation when you hear somebody say that your story is good. Again thanks. 

If you guys didn't know, the guy that Spidey said made his costume is from the comics. I took him from Amazing Spider-Man #501, or somewhere around there. I'll try to update soon!


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